Max Capital seeks shareholder support of IPC merger on June 12

By Lisa Kerner

Charlotte, N.C., June 5 - Max Capital Group Ltd. announced the details of its amended agreement with IPC Holdings, Ltd. in a letter to the companies' shareholders on Friday.

IPC, under the amended agreement, will pay two special cash dividends totaling $2.50 per share in cash to IPC shareholders if the IPC/Max deal closes.

The first dividend of $1.50 per share in cash will be payable to IPC shareholders of record as of June 15.

Shareholders of the combined company will receive $1.00 per share in cash once the transaction is complete.

Max said that for its shareholders, the $1.00-per-share dividend is equal to $0.64 for each share of Max prior to exchange from the closing of the transaction.

In the letter, Max also urged shareholders of both companies to vote in favor of the proposed merger at their separate special meetings on June 12.

"With all regulatory approvals in hand and with the newly announced contingent dividends, IPC and Max are well on the way to completing the transaction promptly following our June 12 meetings and to delivering both enhanced long-term value and immediate cash to shareholders," the Max letter said.

Max and IPC agreed to combine in a stock-for-stock transaction valued at approximately $912 million. As previously reported, Max shareholders will receive 0.6429 IPC shares for each Max share.

Validus wants IPC

IPC rejected Validus Holdings, Ltd.'s offer to acquire IPC for $3.00 in cash and 1.1234 Validus voting common shares for each IPC common share. However, Validus extended its exchange offer for IPC to 5 p.m. ET on June 26.

The Supreme Court of Bermuda ruled that IPC shareholders could approve a scheme of arrangement with Validus at a general meeting but did not order that such a meeting be held in advance of IPC's and Max's meetings on June 12.

Based in Hamilton, Bermuda, Validus provides insurance coverage and reinsurance coverage in the property, marine and specialty lines markets.

IPC, located in Pembroke, Bermuda, provides property catastrophe reinsurance as well as aviation, property-per-risk excess and other short-tail reinsurance.

Specialty insurance and reinsurance provider Max is based in Hamilton, Bermuda.

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